Relationship of the Parties; Processing of Data Clause Samples

The "Relationship of the Parties; Processing of Data" clause defines the legal and operational relationship between the parties, particularly in the context of handling personal or sensitive data. It typically clarifies whether each party acts as a data controller, data processor, or in another capacity, and outlines their respective responsibilities regarding data protection and compliance with applicable laws. For example, it may specify that one party processes data only on documented instructions from the other, or that both parties must implement appropriate security measures. This clause is essential for ensuring both parties understand their roles and obligations in data processing, thereby reducing the risk of legal disputes and ensuring compliance with data privacy regulations.
Relationship of the Parties; Processing of Data. ‌ 2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, Company is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Company to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Personal Data. 2.2 Company shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Customer, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by Supervisory Authority to which the Company is subject; in such a case, the Company shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Company to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services. 2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA. 2.4 Following completion of the Services, at Customer’s choice, Company shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data rema...
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Relationship of the Parties; Processing of Data. (a) Account Holder acknowledges and agrees that the parties are independent Controllers with regard to the Processing of Usage Data (as defined in the Agreement) and product support data (the support related interactions such as chat, support ticket etc.) with respect to the use of the Workato Platform. Workato will Process Usage Data or product support data for its legitimate internal business purposes, including, but not limited to: (i) billing, tax, and audit support; (ii) to provide, optimize, maintain, develop and improve the Services; (iii) to investigate fraud, wrongful or unlawful use of the Services; and (iv) as required by applicable law or regulation. In such instances, this DPA shall not apply, provided that Workato will Process such data in compliance with applicable Data Protection Laws and Section 1(a) (Workato as Controller) of Schedule 3 to this DPA. Nothing in this section should impact Workato’s obligations to comply with its obligations with respect to Personal Data and the Services in this DPA. (b) The subject matter, nature, purpose, and duration of the Processing, as well as the types of Personal Data and categories of Data Subjects, are described in Schedule 1 to this DPA. As between the parties, Account Holder is the Controller and Workato is the Processor for Account Holder. Account Holder shall, in its use of the Services, Process Personal Data and provide Instructions for the Processing of Personal Data in compliance with the Data Protection Laws. Account Holder shall ensure that the Processing of Personal Data in accordance with Account ▇▇▇▇▇▇’s Instructions will not cause Workato to be in breach of the Data Protection Laws. Account Holder is solely responsible for (i) the accuracy, quality, and legality of the Personal Data provided by or on behalf of Account Holder; (ii) the means by which Account Holder acquired any such Personal Data; (iii) the Instructions it provides to Workato regarding the Processing of such Personal Data; and (iv) its own independent assessment of the requirements under applicable Data Protection Laws with respect to its Processing of Personal Data and use of Services. Account Holder shall not provide or make available to Workato any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services. (c) Workato shall Process Personal Data only (i) for the purposes set forth in the Agreement and this DPA, including Schedule 1; and (ii) in accordance with this DPA and ...
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Relationship of the Parties; Processing of Data. (a) Account Holder acknowledges and agrees that with regard to the Processing of Account Holder Usage Data and product support data, the parties are independent Controllers. Workato has the right to Process Usage Data (as defined in the Agreement) or product support data relating to or obtained in connection with the operation, support, or use of the Services for its legitimate internal business purposes, including, but not limited to: (i) billing, tax, and audit support; (ii) to provide, optimize, maintain, develop and improve the Services; (iii) to investigate fraud, wrongful or unlawful use of the Services; and (iv) as required by applicable law or regulation. In such instances, this DPA shall not apply, provided that Workato will Process such Personal Data in compliance with applicable Data Protection Laws and Section 1(a) (Workato as Controller) of Schedule 3 to this DPA. (b) The subject matter, nature, purpose, and duration of the Processing, as well as the types of Personal Data and categories of Data Subjects, are described in Schedule 1 to this DPA. As between the parties, Account Holder is the Controller and Workato is the Processor for Account Holder. Account Holder shall, in its use of the Services, Process Personal Data and provide Instructions for the Processing of Personal Data in compliance with the Data Protection Laws. Account Holder shall ensure that the Processing of Personal Data in accordance with Account ▇▇▇▇▇▇’s Instructions will not cause Workato to be in breach of the Data Protection Laws. Account Holder is solely responsible for (i) the accuracy, quality, and legality of the Personal Data provided by or on behalf of Account Holder; (ii) the means by which Account Holder acquired any such Personal Data; and (iii) the Instructions it provides to Workato regarding the Processing of such Personal Data. Account Holder shall not provide or make available to Workato any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services. (c) Workato shall Process Personal Data only (i) for the purposes set forth in the Agreement and this DPA, including Schedule 1; (ii) in accordance with this DPA and any other documented Instructions provided by Account Holder; and (iii) in compliance with the Data Protection Laws. Account Holder hereby Instructs Workato to Process Personal Data in accordance with the foregoing and as part of any Processing initiated by Account Holder in its use of the Services. If Work...
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Relationship of the Parties; Processing of Data. 2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this Addendum or the Agreement, Company is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Company to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and
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Related to Relationship of the Parties; Processing of Data

  • Relationship of the Parties Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership between them.

  • RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR 31.1 Each Party is an independent contractor, and has and hereby retains the right to exercise full control of and supervision over its own performance of its obligations under this Agreement and retains full control over the employment, direction, compensation and discharge of its employees assisting in the performance of such obligations. Each Party and each Party’s contractor(s) shall be solely responsible for all matters relating to payment of such employees, including the withholding or payment of all applicable federal, state and local income taxes, social security taxes and other payroll taxes with respect to its employees, as well as any taxes, contributions or other obligations imposed by applicable state unemployment or workers’ compensation acts and all other regulations governing such matters. Each Party has sole authority and responsibility to hire, fire and otherwise control its employees. 31.2 Nothing contained herein shall constitute the Parties as joint venturers, partners, employees or agents of one another, and neither Party shall have the right or power to bind or obligate the other. Nothing herein will be construed as making either Party responsible or liable for the obligations and undertakings of the other Party. Except for provisions herein expressly authorizing a Party to act for another, nothing in this Agreement shall constitute a Party as a legal representative or agent of the other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party. Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of the other Party, whether regulatory or contractual, or to assume any responsibility for the management of the other Party’s business.